Pursuant to the terms of the Agreement, all of the issued and outstanding common shares of Azarga will be exchanged for common shares of enCore at the Closing Exchange Ratio. Consolidation in conjunction with an elite operational team are the keys to success in building a leading US ISR company.' This second major acquisition for enCore within the last 12 months is in keeping with our announced aggressive M&A strategy which was successfully employed at Energy Metals Corp, which was sold for $1.6 billion during the last cycle. William Sheriff, Executive Chairman of enCore, stated: 'This strategic acquisition fills the gap in enCore's pipeline of projects with key intermediate development opportunities in Wyoming and South Dakota, in between initial production in Texas and longer-term opportunities in New Mexico. As such, we are confident that the combined portfolio will be in good hands for the benefit of both sets of shareholders.' enCore possesses a great depth of uranium development and mining experience within its management team and board of directors. Scale is important in the natural resource sector and this transaction will position the new company among the top uranium miners based in the USA. In addition to the execution of plans for near term production in Texas and a dominant mineral position in New Mexico, this combination will see enCore take another leap forward towards realizing the goal of becoming a larger and more diversified uranium development company during a time of positive sentiment for nuclear energy.'Д«lake Steele, President & CEO of Azarga, further added: 'We are pleased to partner with enCore as a result of this transaction, while realizing a material premium for shareholders in the process. Dewey Burdock is an excellent ISR uranium project and we look forward to building upon Azarga's successes to create additional value through development progress and eventually production. Paul Goranson, CEO of enCore, commented: 'enCore is delighted to combine our assets with those of Azarga. Management team and board with unrivaled experience in the permitting, development, and mining of ISR uranium deposits in the USA.Well positioned to benefit from America's nuclear renaissance, which boasts bi-partisan political support and.Large uranium resource endowment in New Mexico including the Marquez-Juan Tafoya project, for which a recent preliminary economic assessment was published and the Crownpoint and Hosta Butte project.Recently published preliminary economic assessment for the Gas Hills project in Wyoming.Advanced stage Dewey Burdock development project in South Dakota with key federal permits issued.Two licensed ISR production facilities and multiple potential satellite exploration and development projects in South Texas.Creation of a top-tier American uranium ISR mining company with multiple assets at various stages of development.The Closing Exchange Ratio shall be equal to the greater of: (i) the Exchange Ratio or (ii) an exchange ratio calculated as $0.54 divided by enCore's 15-day volume-weighted average price prior to the closing of the Transaction, subject to a maximum Closing Exchange Ratio of 0.49 common shares of enCore for each share of Azarga outstanding. The Exchange Ratio implies consideration ofВ $0.71 per Azarga common share based on the closing price of the enCore common shares on the TSX Venture Exchange on September 3rd, 2021.ДЄdditionally, the Exchange Ratio will be subject to an adjustment mechanism at the closing of the Transaction (the ' Closing Exchange Ratio'). Under the terms of the Agreement, Azarga shareholders will receive 0.375 common shares of enCore for each Azarga common share held (the ' Exchange Ratio'). The combined company will possess a uranium resource base of 90.0 million pounds in the measured & indicated category, 9.9 million pounds in the inferred category, as well as 68.4 million pounds in the historic category*. The Transaction consolidates an industry leading pipeline of exploration and development staged in-situ recovery (' ISR') focused uranium projects located in the United States, including the licensed Rosita & Kingsville Dome past producing uranium production facilities in South Texas, the advanced stage Dewey Burdock development project in South Dakota, which has been issued its key federal permits, the PEA-staged Gas Hills Project located in Wyoming, and a portfolio of resource staged projects throughout the United States.

(' Azarga') (TSX: AZZ) (OTCQB: AZZUF) (FRA: P8AA) are pleased to announce that they have entered into a definitive arrangement agreement (the ' Agreement') whereby enCore will acquire all of the issued and outstanding common shares of Azarga pursuant to a court-approved plan of arrangement (the ' Transaction').

(' enCore') (TSXV: EU) (OTCQB: ENCUF) and Azarga Uranium Corp. 7, 2021 /PRNewswire/ - enCore Energy Corp.

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